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Form 4 Nimble Storage Inc For: Jan 28 Filed by: MEHTA VARUN

January 30, 2015 9:27 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MEHTA VARUN
(Last) (First) (Middle)
C/O NIMBLE STORAGE
211 RIVER OAKS PARKWAY
(Street)
SAN JOSE CA 95134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nimble Storage Inc [ NMBL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
VP Engineering
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/28/2015   A   69,767 (1) A $ 0 180,017 D  
Common Stock 01/28/2015   A   46,512 (2) A $ 0 226,529 D  
Common Stock 01/28/2015   A   155,038 (3) A $ 0 381,567 D  
Common Stock               4,421,657 I See Footnote (4)
Common Stock               600,000 I See Footnote (5)
Common Stock               734,616 I See Footnote (6)
Common Stock               600,000 I See Footnote (7)
Common Stock               734,616 I See Footnote (8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. One-eighth (1/8th) of the restricted stock units will vest on September 10, 2015, and one-eighth (1/8th) of the restricted stock units vest every six months thereafter.
2. Each performance stock unit represents a right to receive up to two shares of the Issuer's common stock, and this grant will vest upon the satisfaction of both time-based and performance based requirements. One-fourth (1/4th) of the performance stock units will vest on the first trading day in an open window after March 9, 2016 based on certain performance-based metrics, and if the first one-fourth (1/4th) vests then one-eighth (1/8th) of the performance stock units vest every six months thereafter.
3. Each restricted stock unit represents a right to receive one share of the Issuer's common stock. One-half (1/2) of the restricted stock units will vest on March 10, 2017, and the remaining one-half (1/2) of the restricted stock units will vest on March 10, 2018.
4. Held directly by The Mehta Family Trust U/A Dated 11/06/2006. The reporting person has shared voting and investment control over these shares.
5. Held directly by The Jai Vir Mehta 2012 GST Trust. The reporting person has shared voting and investment control over these shares.
6. Held directly by The Jai Vir Mehta Trust. The reporting person has shared voting and investment control over these shares.
7. Held directly by The Kimaya Jia Mehta 2012 GST Trust. The reporting person has shared voting and investment control over these shares.
8. Held directly by The Kimaya Jia Mehta Trust. The reporting person has shared voting and investment control over these shares.
/s/ Aparna Bawa, by power of attorney for Varun Mehta 01/30/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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